What Happens to Your Code and Data If Your MVP Agency Shuts Down? 9 Protections to Put in the Contract

What actually happens when an agency closes

When a company closes, its assets are frozen while someone works out what it owes. That can include servers, accounts and unfinished work. Each protection below closes one of these gaps. Here is what a founder usually runs into:

• The repo is private and owned by the agency. You can't see the code, and you can't hand it to a new developer either.
• The app is published under the agency's developer account. You can't push an update or fix a crash.
• Hosting and the database are billed to the agency. If the card stops paying, your app and your users' data can go offline.
• Nobody knows the passwords. The one developer who set up Stripe or the email service is gone.
• Ownership is unclear. If the contract never assigned the rights, it can be unclear who legally owns the code.

The 9 protections at a glance

Each line gives the protection, what it prevents, and the question to ask the agency.

• 1. Repo on your GitHub. What it prevents: losing access to the code. Question to ask: "Whose GitHub account will the repo live on, and when?"
• 2. IP assignment clause. What it prevents: ownership disputes. Question to ask: "When do all rights transfer to me?"
• 3. Store accounts in your name. What it prevents: being unable to update the app. Question to ask: "Whose Apple and Google accounts will publish the app?"
• 4. Hosting, database and payments in your name. What it prevents: the app going offline, data held hostage. Question to ask: "Whose card pays for hosting and the database?"
• 5. Shared credentials vault. What it prevents: lost passwords and API keys. Question to ask: "Where will all credentials be stored?"
• 6. Data ownership and export. What it prevents: losing user data. Question to ask: "Can I export my full database at any time?"
• 7. Third-party and licence list. What it prevents: hidden dependencies on agency tools. Question to ask: "Does the app use any code you own and license to me?"
• 8. Handoff documentation as a deliverable. What it prevents: a new team who can't run the code. Question to ask: "What docs do I get at handoff?"
• 9. Termination and step-in clause (plus escrow if needed). What it prevents: being stuck if they stop answering. Question to ask: "What happens if you close or stop responding?"

1. The repo ends up on your GitHub, with a rule if the project stops

This is the most important one. The simplest setup is a GitHub organisation in your company's name, with the agency added as collaborators. Every commit then lands in an account you control. If the repo moves to you at the end of the project instead, that can work too. Just get one thing in writing: what you receive, and how fast, if the project stops halfway. You need a clear answer to that before you sign.

2. An IP assignment clause, not just a "you own it" sentence

"You own the code" on a sales page isn't a contract. You want a clause that assigns all intellectual property in the work to your company. That covers code, designs, copy and database schemas. Check two details:

• When it transfers. On creation, on each milestone, or on final payment. If it's on final payment, add a rule for the work you've already paid for in case the project stops.
• What's included. Design files (Figma) and any assets made for you, not only the source code.

3. App Store and Google Play accounts in your name

Open your own Apple Developer and Google Play Console accounts and invite the agency as team members. An app published under someone else's account can't easily move. You would depend on the account owner to transfer it or to ship any update.

4. Hosting, database and payments billed to you

Your hosting (for example Vercel), your database (for example Supabase) and your Stripe account should be created under your company and paid with your card. Then the agency closing changes nothing for your users. The app keeps running and the money keeps landing in your account.

5. One shared vault for every credential

API keys, environment variables, admin logins and DNS access should sit in a password manager your company owns. Write it into the contract that no credential exists only on an agency laptop.

6. Data ownership and the right to export

State that all user and business data belongs to you and that you can export the full database at any time, in a standard format. If you collect personal data from UK or EU users, the agency usually acts as a processor for you. Ask your lawyer whether a data processing agreement is needed.

7. A list of every third-party service and licence

Ask for a written list of the services, libraries and paid tools the app depends on. Watch for one thing in particular: the agency's own private framework or template. If your app needs it to run, you need a permanent, transferable licence to it. If you can't get one, that is the case where escrow makes sense (see point 9). Halfway through your checklist and unsure what your current quote covers? Book a call. Free 30-minute call.

8. Handoff documentation as a named deliverable

Code you can't run is close to useless. The contract should list the handoff docs as a deliverable. With this, a new developer can pick up the project without calling the old team.

• How to install and run the project locally
• Every environment variable and where it comes from
• How to deploy to production
• How to publish a new app version to both stores
• The main data tables and what they hold

9. A termination and step-in clause, plus escrow only if needed

Agree in writing what happens if the agency closes, goes insolvent or stops responding for a period you both set. You want:

• The right to end the contract and take over the work immediately
• Immediate removal of their access, with no penalty for you
• A refund rule for work paid for but not delivered

Source code escrow: only if the agency keeps something you need

Source code escrow means the code is deposited with a neutral third party and released to you if a named event happens, such as the provider going bankrupt. It's built for software you license but don't own. If protections 1 to 4 are in place, you already hold everything, so escrow adds cost for little gain. Use it only if the agency keeps something your app needs to run.

How BuildMVPFast handles this

We build MVPs for web, iOS and Android. Fixed at $3,460, with a fixed quote agreed before we start, and delivery in about 20 days. Design is included. The code is 100% yours, on your GitHub. You see progress every week, so you're never waiting for a big reveal at the end. After launch you get 2 weeks of fixes. Our MVP Development page has the full details. If you'd rather keep a team on the app after that, see Continuous Growth Support. Still choosing who to work with? Our guides on hiring an MVP agency cover the other questions to ask before you sign. Want your code 100% yours, on your GitHub? Book a call. Free 30-minute call.

Do I own the code if my agency goes out of business?

Only if the contract assigns the rights to you and the code is in an account you control. Ownership on paper without access to the repo still leaves you waiting for someone else to hand it over.

What is source code escrow?

Source code escrow means the code is deposited with a neutral third party and released to you if an agreed event happens, such as the provider going bankrupt. It's mostly used for licensed software, not for custom MVPs you already own.

Do I need escrow for my MVP?

Usually not, as long as the repo, store accounts, hosting and database are already in your name. Consider it only if your app depends on the agency's own private code that you don't own.

How do I get my code back from an agency that stopped responding?

Start with the accounts you already control, such as GitHub, the app stores, hosting and the database. Then check the IP and termination clauses in your contract and bring in a lawyer.